Windstream Holdings, Inc. (Nasdaq:WIN) announced today commencement
of certain debt exchange offers and consent solicitations with
respect to senior notes issued by Windstream Services, LLC (the
“Company”).
2022/2023 Exchange Offers
The Company is offering to exchange any and all of its 7.50%
senior notes due 2022 (the “2022 Notes”) and 7.50% senior notes due
2023 (the “2023 Notes”) for new 6 3/8% senior notes due 2023 (the
“New 6 3/8% Notes”) (the “2022/2023 Exchange Offers”). The
2022/2023 Exchange Offers will expire at 11:59 p.m., New York City
time, on Nov. 14, 2017, unless extended. Tenders must be made
before the 2022/2023 Exchange Offers expire and may be withdrawn at
any time prior to 5:00 p.m., New York City time, on Oct. 31, 2017.
The early tender date for the 2022/2023 Exchange Offers is 5:00
p.m., New York City time, on Oct. 31, 2017.
Subject to the tender acceptance procedures described in the
applicable offering memorandum: (i) for each $1,000 principal
amount of 2022 Notes and 2023 Notes tendered at or prior to the
early tender date, accepted for exchange and not validly withdrawn,
eligible holders of 2022 Notes and 2023 Notes will be eligible to
receive the applicable early exchange consideration set forth in
the table below; and (ii) for each $1,000 principal amount of 2022
Notes and 2023 Notes tendered after the early tender date and
accepted for exchange, eligible holders of 2022 Notes and 2023
Notes will be eligible to receive the applicable late exchange
consideration set forth in such table.
The consideration offered in the 2022/2023 Exchange Offers is
summarized below.
Title of Series of 2022 Notes and 2023 Notes |
CUSIP No. / ISIN |
Aggregate Outstanding Principal
Amount |
Early Exchange Consideration, if tendered and
not withdrawn prior to the Early Tender Date(1) |
Late Exchange Consideration, if tendered after
the Early Tender Date and prior to the Expiration
Date(1) |
7.50%
Senior Notes due 2022 |
97381WAX2;US97381WAX20 |
$441,151,000 |
$1,080 |
$1,030 |
|
|
|
|
|
7.50%
Senior Notes due 2023 |
97381WAU8;US97381WAU80 |
$343,457,000 |
$1,075 |
$1,025 |
__________________
(1) Total principal amount of New 6 3/8% Notes for each $1,000
principal amount of 2022 Notes or 2023 Notes, as applicable.
In addition to the consideration, the Company will pay in cash
accrued and unpaid interest on the 2022 Notes and 2023 Notes
accepted in the 2022/2023 Exchange Offers from the applicable
latest interest payment date to, but not including, the applicable
settlement date with respect to the 2022/2023 Exchange Offers.
Interest on the New 6 3/8% Notes will accrue from the date of first
issuance of New 6 3/8% Notes.
2021 Exchange Offer
The Company is also offering to exchange its 7.75% senior notes
due 2021 (the “2021 Notes”) for New 6 3/8% Notes, or, subject to
certain conditions set forth below, new 8.625% senior secured notes
due 2025 (the “New Secured Notes”) (the “2021 Exchange Offer”). The
2021 Exchange Offer will expire at 11:59 p.m., New York City time,
on Nov. 14, 2017, unless extended. Tenders must be made before the
2021 Exchange Offer expires and may be withdrawn at any time prior
to 5:00 p.m., New York City time, on Oct. 31, 2017. The early
tender date for the 2021 Exchange Offer date is 5:00 p.m., New York
City time, on Oct. 31, 2017.
Pursuant to the 2021 Exchange Offer, holders of the 2021 Notes
have the following options: (i) exchange any and all of their
existing 2021 Notes for New 6 3/8% Notes (“Option 1”), (ii)
exchange 2021 Notes for up to a maximum aggregate principal amount
of $50.0 million of New Secured Notes (the “New Secured Notes 2021
Maximum Exchange Amount”), and to the extent the aggregate
principal amount of the 2021 Notes validly tendered (and not
validly withdrawn) in the 2021 Exchange Offer would result in the
issuance of New Secured Notes in excess of the New Secured Notes
Maximum 2021 Exchange Amount, either (a) exchange any and all 2021
Notes validly tendered (and not validly withdrawn) in excess
of the aggregate principal amount of 2021 Notes that may be
exchanged for New Secured Notes pursuant to the 2021 Exchange Offer
(any such excess, the “Excess 2021 Notes”) for New 6 3/8% Notes
(“Option 2a”), or (b) exchange Excess 2021 Notes for New 6 3/8%
Notes subject to a maximum exchange amount of $587 million,
minus the aggregate principal amount of any New 6 3/8% Notes to be
issued pursuant to the 2021 Exchange Offer and the 2022/2023
Exchange Offer (determined as of the early tender date for the 2021
Exchange Offer) (such maximum exchange amount, the “6 3/8%
Notes Maximum Exchange Amount”) (“Option 2b”). The Company
may increase the New Secured Notes Maximum 2021 Exchange Amount
and/or the 6 3/8% Notes Maximum Exchange Amount at any time subject
to applicable law.
Subject to the New Secured Notes Maximum 2021 Exchange Amount
and, if applicable, the 6 3/8% Notes Maximum Exchange Amount, and
subject to the tender acceptance procedures described in the
applicable offering memorandum: (i) for each $1,000 principal
amount of 2021 Notes tendered at or prior to the early tender date,
accepted for exchange and not validly withdrawn, eligible holders
of 2021 Notes will be eligible to receive the applicable early
exchange consideration set forth in the table below; and (ii) for
each $1,000 principal amount of 2021 Notes tendered after the early
tender date and accepted for exchange, eligible holders of 2021
Notes will be eligible to receive the applicable late exchange
consideration set forth in the table below.
The consideration offered in the 2021 Exchange Offer is
summarized below.
Title of Series of 2021 Notes |
CUSIP No. / ISIN |
Aggregate Outstanding Principal
Amount |
Option |
Maximum Exchange Amount |
Early Exchange Consideration, if tendered and not withdrawn
prior to the Early Tender Date(1) |
Late Exchange Consideration, if tendered after the Early
Tender Date and prior to the Expiration Date(1) |
7.75%
Senior Notes due 2021 |
97381WAT1; US97381WAT18 and 97381WAR5; US97381WAR51 |
$809,310,000 |
1 |
N/A |
$1,100 for principal amount of New 6 3/8% Notes |
$1,050 for principal amount of New 6 3/8% Notes |
|
|
|
2a |
$50,000,000(2) |
$950 for principal amount of New Secured Notes With respect to any
Excess 2021 Notes $1,100 for principal amount of New 6 3/8%
Notes |
$900 for principal amount of New Secured Notes With respect to any
Excess 2021 Notes $1,050 for New 6 3/8% Notes |
|
|
|
2b |
$50,000,000(3) |
$950 for
principal amount of New Secured Notes With respect to any Excess
2021 Notes: $1,100 for principal amount of New 6 3/8%
Notes |
$900 for
principal amount of New Secured Notes With respect to any Excess
2021 Notes $1,050 for New 6 3/8% Notes |
_________________
(1) Total principal amount of New 6 3/8% Notes or New Secured
Notes for each $1,000 principal amount of 2021 Notes, as
applicable. (2) Under Option 2a, any and all Excess 2021 Notes
validly tendered (and not validly withdrawn) will be eligible to be
exchanged in the 2021 Exchange Offer for New 6 3/8% Notes. (3)
Under Option 2b, any Excess 2021 Notes validly tendered (and not
validly withdrawn) will be eligible to be exchanged in the 2021
Exchange Offer for New 6 3/8% Notes subject to the 6 3/8% Notes
Maximum Exchange Amount.
In addition to the consideration, we will pay in cash accrued
and unpaid interest on the 2021 Notes accepted in the 2021 Exchange
Offer from the applicable latest interest payment date to, but not
including, the applicable settlement date. Interest on the New
Secured Notes and New 6 3/8% Notes will accrue from the date of
first issuance of New Secured Notes and New 6 3/8% Notes, as
applicable.
2020 Exchange Offer
The Company is also offering to exchange its 7.75% senior notes
due 2020 (the “2020 Notes”) for New Secured Notes (the “2020
Exchange Offer” and together with the 2021 Exchange Offer and the
2022/2023 Exchange Offers, the “Exchange Offers”). The 2020
Exchange Offer will expire at 11:59 p.m., New York City time, on
Nov. 14, 2017, unless extended. Tenders must be made before the
2020 Exchange Offer expires and may be withdrawn at any time prior
to 5:00 p.m., New York City time, on Oct. 31, 2017. The early
tender date is 5:00 p.m., New York City time, on Oct. 31, 2017.
The maximum aggregate amount of New Secured Notes that may be
issued in exchange for the 2020 Notes in the 2020 Exchange Offer
(the “Maximum New Secured Notes 2020 Exchange Amount”) is equal to
$50.0 million. The Company may increase the Maximum New Secured
Notes 2020 Exchange Amount at any time subject to applicable
law.
Subject to the Maximum New Secured Notes 2020 Exchange Amount
and the tender acceptance procedures described in the applicable
offering memorandum: (i) for each $1,000 principal amount of 2020
Notes tendered at or prior to the early tender date, accepted for
exchange and not validly withdrawn, Eligible Holders of 2020 Notes
will be eligible to receive the applicable early exchange
consideration set forth in the table below; and (ii) for each
$1,000 principal amount of 2020 Notes tendered after the early
tender date and accepted for exchange, eligible holders of 2020
Notes will be eligible to receive the applicable late exchange
consideration set forth in the table below.
The consideration offered in the 2020 Exchange Offer is
summarized below.
Title of Series of 2020 Notes |
CUSIP No. / ISIN |
Aggregate Outstanding Principal
Amount |
Maximum Exchange Amount |
Early Exchange Consideration, if tendered and
not withdrawn prior to the Early Tender Date(1) |
Late Exchange Consideration, if tendered after
the Early Tender Date and prior to the Expiration
Date(1) |
7.75% Senior Notes due 2020 |
97381WAN4;US97381WAN48and97381WAM6; US97381WAM64 |
$650,947,000 |
$50,000,000 |
$950 |
$900 |
________________
(1) Total principal amount of New Secured Notes for each $1,000
principal amount of 2020 Notes.
In addition to the consideration, we will pay in cash accrued
and unpaid interest on the 2020 Notes accepted in the 2020 Exchange
Offer from the applicable latest interest payment date to, but not
including, the applicable settlement date. Interest on the New
Secured Notes will accrue from the date of first issuance of New
Secured Notes.
The Company believes the Exchange Offers, if accepted, will
provide the company with an extended maturity profile and enhance
its liquidity position over the coming years.
The consummation of the Exchange Offers are subject to certain
conditions, including a minimum issuance condition and a consent
condition, as described in the Offering Memoranda.
Consent Solicitations
The Company has launched consent solicitations with respect to
the 2020 Notes, 2021 Notes, 2022 Notes and 2023 Notes (the “Other
Notes Consent Solicitations”) seeking consents from noteholders of
each such series of notes to waive certain alleged defaults with
respect to transactions related to the spin-off of Uniti Group,
Inc. (the “Spin-Off”) and amend indentures governing these notes to
give effect to such waivers and amendments (the “Proposed Waivers
and Amendments”). The Other Notes Consent Solicitations require
consent from holders representing a majority of the outstanding
aggregate principal amount of each series of notes. If the
requisite consents from holders of a series of notes are received
and the consents become effective, the company will make a consent
payment of $2.50 per $1,000 principal amount of the applicable
series of notes to holders who validly deliver (and do not validly
revoke) their consent on or prior to 5:00 p.m., New York City time,
on Oct. 24, 2017, unless extended.
The Company has launched a consent solicitation with respect to
its existing 6 3/8% senior notes due 2023 (the “Existing 6 3/8%
Notes”) and the New 6 3/8% Notes (collectively, the “6 3/8% Notes”)
(the “6 3/8% Notes Consent Solicitation”) seeking consents from
noteholders to the Proposed Waivers and Amendments. The 6 3/8%
Notes Consent Solicitation requires consent from holders
representing a majority of the outstanding aggregate principal
amount of the 6 3/8% Notes. If the requisite consents are received
and the consents become effective, the company will make a consent
payment to holders who validly deliver (and do not validly revoke)
their consent on or prior to 5:00 p.m., New York City time, on Nov.
2, 2017, unless extended. Holders of the 6 3/8% Notes who validly
submit their consents prior to 5 p.m., New York City time, on Oct.
24, 2017 will receive a consent payment of $2.50 per $1,000
principal amount of 6 3/8% Notes, and Holders of the 6 3/8% Notes
who validly submit their consents after 5 p.m., New York City time,
on Oct. 24, 2017 but prior to 5:00 p.m., New York City time, on
Nov. 2, 2017 will receive a consent payment of $2.00 payment per
$1,000 principal amount of 6 3/8% Notes,.
The Company denies that any alleged default has occurred and has
filed a complaint seeking a judicial declaration that there has
been no default in connection with the Spin-Off and related
transactions.
New Offering
In connection with the foregoing transactions, the Company
anticipates that it will also offer, subject to market and other
conditions, approximately $250.0 million in aggregate principal
amount of New Secured Notes to qualified institutional buyers in
reliance on Rule 144A and outside the United States to non-U.S.
persons in reliance on Regulation S (the “New Offering”). The
Company expects to use proceeds from any New Offering to refinance
a portion of the outstanding amounts under its senior secured
revolving credit facility.
Any New Secured Notes or the New 6 3/8% Notes (collectively, the
“New Notes”) issued pursuant to any of the foregoing transactions,
if applicable, will not be registered under the Securities Act of
1933, as amended (the “Securities Act”) or any state securities
laws. The New Notes may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws. There can be no assurance that the New
Offering will be announced or consummated.
*
* *
Global Bondholder Services Corporation will act as the
Information and Exchange Agent for the Exchange Offers and the
Information and Tabulation Agent for the Consent Solicitations.
Questions or requests for assistance related to the Exchange Offers
or Consent Solicitations for additional copies of the Offering
Memoranda and the letter of transmittal related to the Exchange
Offers or Consent Solicitation Statements and the letter of
consent, if applicable, related to the Consent Solicitations
(collectively, the “Offering Documents”) may be directed to Global
Bondholder Services Corporation at (866) 807-2200 (toll free) or
(212) 430-3774 (collect). To see if you are eligible to
participate, please visit:
http://gbsc-usa.com/eligibility/Windstream. You may also contact
your broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Exchange Offers or Consent
Solicitations.
Holders are advised to check with any bank, securities
broker or other intermediary through which they hold any of the
notes as to when such intermediary needs to receive instructions
from a holder in order for that holder to be able to participate
in, or (in the circumstances in which revocation is permitted)
revoke their instruction to participate in, the Exchange Offers or
Consent Solicitations, before the deadlines specified herein and in
the Offering Documents.. The deadlines set by each clearing system
for the submission and withdrawal of tender instructions will also
be earlier than the relevant deadlines specified herein and in the
Offering Documents.
None of the Company, its board of directors, its officers, the
dealer manager, the exchange agent, the information and tabulation
agent or the trustee with respect to the outstanding notes, or any
of the Company’s or their respective affiliates, makes any
recommendation that holders tender any outstanding notes in
response to the Exchange Offers or deliver consents pursuant to the
Consent Solicitations, and no one has been authorized by any of
them to make such a recommendation. Holders must make their own
decision as to whether to participate and, if so, the principal
amount of outstanding notes to tender. The offers are made only by
the offering memoranda and related letters of transmittal, or the
consent solicitation statements, as applicable.
This press release is for informational purposes only. It is not
an offer to exchange or a solicitation of an offer to exchange any
notes. The Exchange Offers are being made solely pursuant to the
offering memoranda and related letter of transmittal and the
Consent Solicitations are being made solely pursuant to the consent
solicitation statements and related letter of consent, if
applicable. The Exchange Offers and Consent Solicitations are not
being made to holders of notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction.
This press release shall not constitute an offer to sell
or the solicitation of an offer to buy the New Secured Notes or any
other securities, nor shall there be any offer, solicitation or
sale of the New Secured Notes or any other securities in any state
or other jurisdiction in which such an offer, solicitation or sale
would be unlawful.About Windstream
Windstream Holdings, Inc. (NASDAQ:WIN), a FORTUNE 500 company,
is a leading provider of advanced network communications and
technology solutions for consumers, small businesses, enterprise
organizations and carrier partners across the U.S. Windstream
offers bundled services, including broadband, security solutions,
voice and digital TV to consumers. The company also provides data,
cloud solutions, unified communications and managed services to
business and enterprise clients. The company supplies core
transport solutions on a local and long-haul fiber-optic network
spanning approximately 150,000 miles.
Certain statements contained in this press release are
forward-looking statements. Forward-looking statements are subject
to uncertainties that could cause actual future events and results
to differ materially from those expressed in the forward-looking
statements. These forward-looking statements, including statements
with respect to Windstream’s ability to complete the exchange
offers and consent solicitation, are based on estimates,
projections, beliefs and assumptions that Windstream believes are
reasonable but are not guarantees of future events and results.
Actual future events and results of Windstream may differ
materially from those expressed in these forward-looking statements
as a result of a number of factors, including those described in
filings by Windstream with the Securities and Exchange Commission,
which can be found at www.sec.gov.
Media Contact:David Avery,
501-748-5876david.avery@windstream.com
Investor Contact:Chris King,
704-319-1025christopher.c.king@windstream.com